Meetings of members, generally; failure to hold annual meeting; special meeting; consent to corporate actions without meetings; waiver of notice of meetings.

(1) A corporation with members may hold meetings of members for the transaction of any proper business at such times stated in or fixed in accordance with the articles of incorporation or bylaws. The frequency of all meetings of members, the time and manner of notice of such meetings, the conduct and adjournment of such meetings, the determination of members entitled to notice or to vote at such meetings, and the number or voting power of members necessary to constitute a quorum shall be determined by or in accordance with the articles of incorporation or the bylaws. Annual, regular, and special meetings of the members may be held in or out of this state, and the place and time of all meetings may be determined by the board of directors.

(2) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation’s articles of incorporation or bylaws or pursuant to this chapter does not work a forfeiture or dissolution of the corporation, and does not affect the validity of any corporate action, except as provided in s. 617.1430 in the case of a deadlock among the directors or the members.

(3)(a) Except as provided in the articles of incorporation or bylaws, special meetings of the members may be called either:

1. By the corporation’s board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or

2. If members holding no less than 10 percent, or such other amount as specified in the articles of incorporation or bylaws, of all the votes entitled to be cast on any issue being considered at the proposed special meeting sign, date, and deliver to the corporation’s secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

(b) Unless otherwise provided in the articles of incorporation or bylaws, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation before the receipt by the corporation of demands sufficient in number to require holding a special meeting pursuant to subparagraph (a)2.

(c) Only business within the purpose or purposes described in the meeting notice may be conducted at a special meeting of members.

(d) Special meetings of members may be held in or out of this state at a place stated in or fixed in accordance with the articles of incorporation or the bylaws or, when not inconsistent with the articles of incorporation or the bylaws, in the notice of the special meeting. If no place is stated in or fixed in accordance with the articles of incorporation or the bylaws or in the notice of the special meeting, special meetings must be held at the corporation’s principal office.

(4) Unless otherwise provided in the articles of incorporation or bylaws, action required or permitted by this chapter to be taken at an annual or special meeting of members may be taken without a meeting, without prior notice, and without a vote if the action is taken by the members entitled to vote on such action and having not less than the minimum number of votes necessary to authorize such action at a meeting at which all members entitled to vote on such action were present and voted.

(a) To be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving members having the requisite number of votes and entitled to vote on such action, and delivered to the corporation to its principal office in this state, its principal place of business, the corporate secretary, or another officer or agent of the corporation having custody of the book in which proceedings of meetings of members are recorded. The action taken by written consent is effective when such written consent is signed by members entitled to cast the required number of votes on the action and has been delivered to the corporation by delivery as set forth in this section, but only if the consent is signed by members having the requisite number of votes necessary to authorize the action within 90 days after the date of the earliest dated consent.

(b) Any written consent may be revoked before the date that the corporation receives the required number of consents to authorize the proposed action. A revocation is not effective unless in writing and until received by the corporation at its principal office or its principal place of business, or received by the corporate secretary or other officer or agent of the corporation having custody of the book in which proceedings of meetings of members are recorded.

(c) If the articles of incorporation or bylaws require that notice of proposed corporate action be delivered to members not entitled to vote on the action and the action is to be taken by consent of the members entitled to vote, within 30 days after obtaining authorization by written consent, notice must be given to those members who are entitled to vote on the action but who have not consented in writing and to those members who are not entitled to vote. The notice must fairly summarize the material features of the authorized action.

(d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

(e) If the action to which the members consent is such as would have required the filing of articles or a certificate under any other section of this chapter if such action had been voted on by members at a meeting, the articles or certificate filed under such other section must state that written consent has been given in accordance with this section.

(f) Whenever action is taken pursuant to this section, the written consent of the members consenting thereto or the written reports of inspectors appointed to tabulate such consents must be filed with the minutes of member proceedings.

(5)(a) A member may waive any notice required by this chapter, the articles of incorporation, or the bylaws before or after the date and time stated in the notice. The waiver must be in writing, signed electronically or otherwise by the member entitled to the notice, and delivered to the corporation for filing by the corporation with the minutes or corporate records. Unless required by the articles of incorporation or bylaws, neither the affairs to be transacted at nor the purpose of the meeting need to be specified in the waiver.

(b) Attendance of a member at a meeting waives objection to:

1. Lack of notice or defective notice of the meeting, unless the member promptly objects to holding the meeting or transacting business at the beginning of the meeting and does not thereafter vote for or assent to action taken at the meeting; and

2. Consideration of a particular matter at the meeting which is not within the purposes described in the meeting notice, unless the member objects to considering the matter when it is presented at the meeting.

(6) Subsections (1) and (3) do not apply to any corporation that is an association as defined in s. 720.301; a corporation regulated by chapter 718, chapter 719, chapter 720, chapter 721, or chapter 723; or a corporation where membership in such corporation is required pursuant to a document recorded in the county official records.